Section H 20161222.pdf

DTFAWA-17-R-00010

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PART I – SECTION H

SPECIAL CONTRACT REQUIREMENTS

TABLE OF CONTENTS

H.1 INTERPRETATION OF CONTRACT AND NOTICE OF AMBIGUITIES

H.2 AMS 3.1.9-1 ELECTRONIC COMMERCE AND SIGNATURE (JUL 2013)

H.3 RELATIONSHIPS, INTERPRETATIONS, AND MODIFICATIONS

H.4 ORDERING AUTHORIZATION

H.5 TASK ORDER PROCEDURES UNDER TIME AND MATERIAL CLINS

H.6 DELIVERY ORDER PROCEDURES

H.7 PREPARATION OF DD FORM 250 MATERIAL INSPECTION AND RECEIVING REPORT

H.8 INCORPORATION OF REFERENCED DOCUMENTS

H.9 INCORPORATION OF REPRESENTATIONS AND CERTIFICATIONS BY REFERENCE

H.10 CONTRACTOR PRESS RELEASES AND ADVERTISING

H.11 DISCLOSURE OF INFORMATION

H.12 DISSEMINATION OF CONTRACT INFORMATION

H.13 CONFIDENTIALITY OF DATA AND INFORMATION

H.14 RESTRICTIONS ON PRINTING AND DUPLICATION

H.15 PROTECTION OF SENSITIVE TECHNOLOGIES INFORMATION

H.16 MODIFICATION OF DATA REQUIREMENTS

H.17 ACCESS TO GOVERNMENT FACILITIES

H.18 SUPPORT CONTRACTORS

H.19 CONTRACT SERVICES

H.20 FEDERAL HOLIDAYS OBSERVED

H.21 COMMERCIAL UPGRADE PROGRAM (TECHNICAL REFRESHMENT)

H.22 WARRANTY OF SUPPLIES OF A COMPLEX NATURE

H.23 CONTRACTOR DESIGNATION UNDER THE STATUS OF FORCES AGREEMENT (SOFA)

WITH THE REPUBLIC OF KOREA

H.24 RELIEF FROM DIMINISHING MANUFACTURING SOURCES (DMS) OR MATERIAL

SHORTAGES

H.25 KEY PERSONNEL

H.26 ORDER OF PRECEDENCE

H.27 NOTICE OF DEBARMENT/SUSPENSION STATUS

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PART I - SECTION H

H.1 INTERPRETATION OF CONTRACT AND NOTICE OF AMBIGUITIES

(a) This contract and any and all identified writings or documents incorporated by reference herein or physically attached hereto constitute the parties’ complete agreement and no other prior or contemporaneous agreements either written or oral must be considered to change, modify or contradict it. Any ambiguity in the contract will not be strictly construed against the drafter of the contract language but must be resolved by applying the most reasonable interpretation under the circumstances, giving full consideration to the intentions of the parties at the time of contracting.

(b) It must be the obligation of the Contractor to exercise due diligence to discover and to bring to the attention of the Contracting Officer at the earliest possible time any ambiguities, discrepancies, inconsistencies, or conflicts in or between the specifications and the applicable drawings or other documents incorporated by reference herein. Failure to comply with such obligation must be deemed a waive and release of any and all claims for extra costs or delays arising out of such ambiguities, discrepancies, inconsistencies and conflicts.

H.2 AMS 3.1.9-1 ELECTRONIC COMMERCE AND SIGNATURE (JUL 2013)

(a) The Electronic Signatures in Global and National Commerce Act (E-SIGN) establishes a legal equivalence between:

(1) Contracts written on paper and contracts in electronic form;

(2) Pen-and-ink signatures and electronic signatures; and

(3) Other legally-required written records and the same information in electronic form.

(b) With the submission of an offer, the offeror acknowledges and accepts the utilization of electronic commerce as part of the requirements of this solicitation and the resultant contract.

(c) Certain documents may need to be provided or maintained in original form, such as large scale drawings impractical to convert to electronic format or a document with a raised seal signifying authenticity. This clause does not change or affect any other requirements that a document must be in paper format to satisfy legal requirements such as for certain real estate transactions.

(d) The use of electronic signature technology is authorized under this solicitation and the resulting contract. Contractors may use the following means of electronic signature technology:

digital signatures.

(End of Clause)

H.3 RELATIONSHIPS, INTERPRETATIONS, AND MODIFICATIONS

The Contractor must provide support to the Government by completing work within the Statement of Work and as assigned under this contract. The Contractor must not provide technical direction of, or assume the Government's responsibility under any programs. Although

Page H-2 the effort under this contract may include recommendations to the Government, specific Government approval and action will be necessary before such recommendations can become effective. The Contractor's efforts must not be binding on other Government contractors. The Contractor must not take any action with respect to other contractors that causes any change in their contract scope of work, cost, or scheduling.

No oral statement of any person, and no written statement of anyone other than the Contracting Officer or the Contracting Officer’s Representative (COR), acting within the limits of the authority specified in such designation, must modify or otherwise affect any provision of this contract.

H.4 ORDERING AUTHORIZATION

The FAA Contracting Officer is the only official authorized to issue orders against this contract.

Orders placed against this contract must be in accordance with requirements as specified in the terms and conditions of the contract.

H.5 TASK ORDER PROCEDURES UNDER TIME AND MATERIAL CLINS

All work required under x017 series CLINs must be placed by task orders issued by the Contracting Officer. It is agreed that a task order/letter issued by the Contracting Officer constitutes authorization for the Contractor to proceed with the work specified herein and that no other costs are authorized without the express written consent of the Contracting Officer.

Each order must be assigned an individual identifying number, i.e., Task No. 0001.

The Contractor must segregate and record the hours, by labor category, as well as Other Direct Costs (ODC’s), associated with each task order/letter. This data must be provided with each invoice.

Format. The Contracting Officer will issue task orders, in writing, to the Contractor, containing the following minimum information:

1. A task order number;

2. Appropriate FAA points-of-contact;

3. A period-of-performance;

4. A list of tasks and the tasking schedule;

5. A description of authorized travel including to and from points with a maximum allowable travel amount;

6. A description of materials, services, or other direct expenses with a maximum allowable amount;

7. A description of any Government-Furnished Information or Property to be provided with task locations and required task dates;

8. A task order maximum amount;

9. Applicable appropriation and accounting data; and

10. Applicable payment procedures.

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H.6 DELIVERY ORDER PROCEDURES

All supplies required under this contract will be placed by site delivery orders issued by the Contracting Officer. It is agreed that a delivery order issued by the Contracting Officer constitutes authorization for the Contractor to proceed with deliveries specified therein and that no other costs are authorized without the express written consent of the Contracting Officer.

(a) General. Systems, equipment and directly related services to be delivered under this Contract can be ordered by contract modification issued by the Contracting Officer.

(b) Format. Each order issued must contain the following minimum information:

1. Modification number;

2. Appropriate FAA points-of-contact;

3. A period-of-performance;

4. A list of deliverables and the delivery schedule;

5. A description of authorized travel including to and from points (if applicable);

6. A maximum allowable travel amount (if applicable);

7. A description of any Government-Furnished Information or Property to be provided with delivery locations and required delivery dates;

8. A delivery order amount; and

9. Applicable appropriation and accounting data.

(c) Procedures. The Contracting Officer will check each Order for acceptability, accuracy and completeness and forward the Order in the form of a Modification to the contract to the Contractor. Upon receipt, the Contractor must review and acknowledge acceptance of the Modification by signing and dating the Modification and expeditiously returning the signed Modification to the Contracting Officer by facsimile transmission or other rapid communication method. If the Contractor determines that the Modification, as written, is unacceptable, the Contractor must immediately notify the Contracting Officer and detail the reasons for its position. Upon receipt of this notification, the Contracting Officer will initiate action, as appropriate. Upon receipt of an acceptable, signed Modification from the Contractor, the Contracting Officer will countersign and date the Modification. Orders for site spares will generally be included in the order for the individual site.

H.7 PREPARATION OF DD FORM 250 MATERIAL INSPECTION AND RECEIVING

REPORT

This provision applies only to that equipment which will be delivered to a Department of Defense (DOD) facility. The Contractor must prepare a DD Form 250. The form must be presented to the DOD representative designated to make formal acceptance of the equipment on site after successful completion of site acceptance testing. DOD systems which will not be installed by the Contractor must be signed off at the destination upon receipt of the equipment on the DD Form 250.

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H.8 INCORPORATION OF REFERENCED DOCUMENTS

All specifications, exhibits, drawings or other documents which are referred to in this contract, whether or not attached, are incorporated herein.

H.9 INCORPORATION OF REPRESENTATIONS AND CERTIFICATIONS BY REFERENCE

All representations, certifications and other written statements made by the Contractor in response to Section K of the SIR, incident to award of this contract or modification of this contract, are hereby incorporated by reference into this contract with the same force and effect as if they were given in full text herein.

H.10 CONTRACTOR PRESS RELEASES AND ADVERTISING

The Contractor must not issue press releases nor publish, permit to be published, or distribute for public consumption any advertising based on award of, or performance under, this contract, without prior written consent of the Contracting Officer. (Two copies of any material proposed to be published or distributed must be submitted to the Contracting Officer.) The Contractor is expressly prohibited, hereunder, from representing the Contract award or performance under this contract as FAA endorsement of his product.

H.11 DISCLOSURE OF INFORMATION

(a) Any Federal Aviation Administration information made available must be used only for the purpose of carrying out the provisions of this contract, and must not be divulged or made known in any manner to any person except as may be necessary in the performance of the contract.

(b) In performance of this contract, the Contractor agrees to assume responsibility for protection of the confidentiality of Government records and that all work must be performed under the supervision of the Contractor or the Contractor's responsible employees.

(c) Each officer or employee of the Contractor to whom information may be made available or disclosed must be notified in writing by the Contractor that information disclosed to such officer or employee can be used only for a purpose and to the extent authorize herein, and that further disclosure of any such information, by any means, for a purpose or to an extent unauthorized herein, may subject the offender to criminal sanctions imposed by 18 U.S.C.

64l. This section provides, in pertinent part, that whoever knowingly converts to their use or the use of another, without authority, sells, conveys, or disposes of any record of the United States or whoever receives the same with intent to convert it to their use or gain, knowing it to have been converted, must be guilty of a crime punishable by a fine of up to $10,000, or imprisoned up to ten years, or both.

H.12 DISSEMINATION OF CONTRACT INFORMATION

The Contractor must not publish, permit to be published, or distribute for public consumption any information, oral or written, concerning the results or conclusions made pursuant to the performance of this contract, without the prior written consent of the Contracting Officer. This statement includes seminars, professional society meeting/conferences and meetings with foreign

Page H-5 dignitaries both government and from the private sector. Two copies of any material proposed to be published or distributed must be submitted to the Contracting Officer. The following schedule is established as a guideline when requesting consent (calendar days):

• Written information - 15 days

• Oral information - 15 days

• Congressional information - 10 days

Any Contractor proposals for prospective work, exclusive of this contract, for which the Contractor may employ information generated in the performance of this contract, the Contractor is required only to notify the Contracting Officer of its intent to submit a proposal. Such notification must include a brief description of the requirement for which the Contractor is proposing and indicate the Government or business entity to which the proposal is being submitted.

H.13 CONFIDENTIALITY OF DATA AND INFORMATION

AMS 3.13-15 Confidentiality of Data and Information (November 2016)

(a) In performance of this contract, the contractor and any of its subcontractors, may need access to and use various data and information in the possession of the Government.This data and information may have been obtained under conditions which restrict the Government's right to use and disclose this data and information or which may be adverse to the interests of the Government or other parties if it is disseminated or used in a capacity other than in performance of this contract. Therefore, the contractor and its subcontractors agree to abide by any restrictive use conditions on such data and not to: (1) knowingly disclose such data and information to others without written authorization from the Contracting Officer, unless it is already publically available; or (2) use for any purpose other than the performance of this contract any data or information which bears a restrictive marking or legend which the contractor has gained access to through the performance of this contract, or information that should be marked according to FAA Order 1600.75 "Protecting Sensitive Unclassified Information (SUI)". For the sole purpose of this clause, "information" means any communication or representation of knowledge such as facts, data, or opinions in any medium or form, including textual, numerical, graphic, cartographic, narrative or visual form.

(b) In the event the work required to be performed under this contract requires access to proprietary data and information of other companies, the contractor must obtain agreement from such other companies for such use unless such data are provided or made available to the contractor by the Government. Two copies of such company-to-company agreements must be furnished promptly to the Contracting Officer for information only. These agreements must prescribe the scope of authorized use and disclosure of the proprietary data and information as well as any other terms and conditions to be agreed upon between the parties thereto. It is agreed by the contractor that any such data or information, whether obtained by the contractor pursuant to the aforesaid agreement or from the Government, must be protected from unauthorized use by or unauthorized disclosure to any individual, corporation, or organization so long as it remains

Page H-6 proprietary.

(c) The contractor agrees to conduct formal training to make employees aware of the requirement to maintain confidentiality of data and information as required above., The contractor must obtain from each employee in connection with this contract a signed Non-Disclosure Agreement.

This agreement must provide that the employee will not, during employment or anytime thereafter, disclose or use for current or future benefit of any party any of the data (to include any form of Sensitive Unclassified Information (SUI) described in FAA Order 1600.75) or information not publically available received in connection with the work under the contract.

(d) The contractor agrees to hold the Government harmless and indemnify the Government as to any cost/loss resulting from the unauthorized use or disclosure of third party data or software by the contractor, its employees, subcontractors, or agents.

(e) The contractor agrees to include the substance of this clause in all subcontracts awarded under this contract. The Contracting Officer will consider case-by-case exceptions to this requirement for individual subcontracts in the event that: (1) the contractor considers this clause to be inappropriate and unnecessary in the case of a particular subcontract; (2) the contractor provides a written statement affirming absolute unwillingness of a subcontractor to perform, absent some relief from the substance of this prohibition and the reason why; (3) use of an alternate subcontract source would unreasonably detract from the quality of effort; and (4) the contractor provides the Contracting Officer timely written advance notice of these and any other extenuating circumstances.

(f) Except as the Contracting Officer specifically authorizes in writing, upon completion of all work under this contract, the contractor must return all such data and information described above obtained from the Government, including all copies, modifications, adaptations, or combinations thereof, to the Contracting Officer. Data obtained from another company must be disposed of in accordance with the contractor's agreement with that company, or if the agreement makes no provision for disposition, must be returned to that company. The contractor must further certify in writing to the CO that all copies, modifications, adaptations, or combinations of such data or information which cannot reasonably be returned to the Contracting Officer (or to the appropriate company), have been deleted from the contractor's (and any subcontractor's) records and destroyed. The FAA reserves the right to audit the deletion. The FAA must provide notice of the audit 10 calendar days prior to the audit.

(g) These restrictions do not limit the contractor's (or subcontractor's) right to use and disclose any data and information obtained from another source without restriction.

(End of clause)

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H.14 RESTRICTIONS ON PRINTING AND DUPLICATION

a. The Congressional Joint Committee on Printing does not intend that Contractors must become prime or substantial sources of printing for department or agencies. Therefore, the inclusion of printing, as defined in this paragraph, within contracts for the manufacture and/or operation of equipment and for services such as architectural, engineering and research, is prohibited unless authorized by the Joint Committee on Printing.

b. This regulation does not preclude the procurement of writing, editing, preparation of manuscript copy, or preparation of related illustrative materials as part of the contract; or administrative printing, e.g., forms and instruction materials necessary to be used by the contractor to respond to the terms of a contract. Nor does it preclude recording manuscript copy in digital form for typesetting purposes provided coding instructions have been approved by the Central Printing and Publications Management Office. However, the printing of such material for the Government must be accomplished in accordance with printing laws and regulations.

c. A requirement for a Contractor to duplicate less than 5,000 units of only one page, or less than

25,000 units in the aggregate of multiple pages for the use of a department or agency, will not be deemed to be printing primarily or substantially for a department or agency.

d. A requirement for a Contractor to produce or procure less than 2500 duplicates from original microform will not be deemed to be printing primarily or substantially for a department or agency.

e. When printed materials required to be furnished under this contract exceeds the production unit limits or is otherwise not permitted as specified above, the Contractor must furnish such material with unjustified margins in clear typed text, on one side only, as well as line drawings and photographs which are suitable for camera-ready copy for offset printing.

f. The restrictions set forth above apply to each individual document and are not cumulative under the terms of the contract.

g. All printing funded under this contract must be done in conformance with Joint Committee on

Printing regulations as prescribed in Title 44, United States Code, and Section 308 of P.L. 101-163, and all applicable Government Printing Office and DOT regulations.

H.15 PROTECTION OF SENSITIVE TECHNOLOGIES INFORMATION

All technical data provided to the Contractor by the Government must be protected from public disclosure in accordance with the markings contained thereon. Except as necessary for the performance of this contract, all other information relating to the items to be delivered or services to be performed under this contract may not be disclosed to anyone outside the FAA by any means without prior written approval of the Contracting Officer. The terms disclosure and public disclosure, as used herein, include but are not limited to, permitting access to such information by

Page H-8 foreign nationals or by any other person or to such information by foreign nations or by any other person or entity; publication of technical or scientific papers; advertising; or any other proposed public release. The Contractor must provide adequate physical protection to such information so as to preclude access by any person or entity not authorized such access by the Government.

H.16 MODIFICATION OF DATA REQUIREMENTS

(a) The Contracting Officer may unilaterally change the place of delivery and the technical office for any technical data line item hereto, at no change in contract price, notwithstanding the provisions of the clause in Section I entitled "Changes".

(b) From time to time during the performance of this contract, the Contracting Officer may unilaterally increase or decrease the number of copies (regular or reproducible) specified for any data item of the CDRL hereto, at no change in price provided that the increase in the total number of copies (regular or reproducible) for an individual line item of data will not be greater than fifty percent (50%) of the total number of copies (regular or reproducible) initially specified in the CDRL, nor will the decrease in the total number of copies (regular or reproducible) for an individual item of data be greater than fifty percent (50%) of the total number of copies (regular or reproducible) initially specified in the CDRL. In the event of an increase greater than such 50% or of a decrease greater than 50%, the parties will negotiate an equitable adjustment in accordance with the procedures of the "Changes" clause.

(c) From time to time during the performance of this contract, the Contracting Officer may unilaterally make other administrative and clarification changes to the CDRL hereto, and the contract price will constitute full satisfaction of any entitlement of equitable adjustment under the "Changes" clause provided the Contractor agrees to accept such change at no change in contract price.

(d) Unilateral action pursuant to (a), (b), and (c) above will be by the issuance of a Contracting

Officer's letter, message, or contract modification which will reference this paragraph as its authority. Any change pursuant to (c) above which does impact the contract price must not be acted upon by the Contractor but must require notification of the estimated impact to the Contracting Officer.

H.17 ACCESS TO GOVERNMENT FACILITIES

Part of the effort to be performed under this contract may be at facilities operated by the Federal Aviation Administration. The Contractor will be granted ingress and egress at the specific site where the effort is to be accomplished. Access to the site must be coordinated with the COR.

While Contractor personnel are at Government facilities, they are required to comply with all rules and regulations of the site, particularly in the areas of health and safety. The facilities to which the Contractor has access at all times will be in the custody of the Federal Government and will not be considered "Government Property" furnished to the Contractor.

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The scheduling of access to Government facilities will be under the control of the Government.

Facility availability will be scheduled to permit timely performance of contract requirements.

However, Contractor personnel must be prepared to work outside the normal daytime shift, if conditions at the facility so require.

The Contractor must require that all Contractor personnel who perform work at FAA facilities wear identification badges which clearly identify individuals as Contractor employees.

The Government reserves the right to issue its own contractor identification badges. If Government badges are required, they will be issued in accordance with Government procedures.

If it is brought to the attention of the Government that any Contractor or subcontractor employee working on this contract does not meet the minimal work requirements, as defined in the CLINs, the Contractor will be advised in writing by the Contracting Officer, and access to FAA facilities may be denied for that employee.

H.18 SUPPORT CONTRACTORS

(a) The Government plans to use support contractors for services to assist in technical reviews of the efforts and products of the contractor under this contract. Employees of these support contractors may attend meetings between the contractor and the Government, observe and participate with Government personnel in function and performance tests, and have access to the contractor's facilities as related to any effort under this contract.

However, no support contractor will have authority to issue directions to the contractor or to change the contract.

(b) The contractor agrees to cooperate with support contractor personnel by engaging in technical discussions and permitting access to information and data relating to technical matters concerning this contract (including cost and schedule information) to the same degree such access is accorded Government personnel.

H.19 CONTRACT SERVICES

The Government has entered into a contract for Contract Services (CS) with TBD. Support under the CS contract will be by a Contracting Officer's Administrative Representative (COAR).

No contracting officer authority has been delegated to the CS contractor or its personnel. The COAR has no authority to change any of the terms of the contract or to issue any direction, assignment of work or communication which would be a basis for any change in the contract terms (including but not limited to the contract delivery schedule or price) or which would affect the time or cost of performance of the contract. If the Contractor believes that it has received any direction from the COAR which would be a basis for a change in any of the contract terms or which would affect the time or cost of performance of the contract, the Contractor must not comply with the direction and must notify the Contracting Officer immediately.

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The COAR may attend negotiation sessions with the Contracting Officer, but has no authority to negotiate directly or independently with the Contractor. The duties in support of the Contracting Officer may include, but are not limited to:

* Providing representative support to the Contracting Officer

* Participating in post-award conferences

* Reviewing the Contractor's request for payment

* Monitoring the Contractor's purchasing system

* Expediting actions for the Contracting Officer and the Contractor

* Reviewing proposed subcontracts for the Contracting Officer's consent

* Monitoring submission of required deliverables

* Reviewing and evaluating the Contractor's proposals and providing comments

* Assisting the Contractor in obtaining contract interpretation from the Contracting

Officer

From time to time the Contracting Officer will require the CS contractor to provide other services. Unless specified otherwise by the Contracting Officer, the CS contractor must be provided access to all facilities and information pertinent to the Contract to which the government has a right of access.

H.20 FEDERAL HOLIDAYS OBSERVED

The FAA observes Federal Holidays as follows:

New Year's Day Labor Day Martin Luther King's Day Columbus Day Presidents’ Day Veterans’ Day Memorial Day Thanksgiving Day Independence Day (July 4th) Christmas Day

When one of the above designated holidays falls on a Sunday, the following Monday will be observed as a legal holiday. When a legal holiday falls on a Saturday, the preceding Friday is observed as a holiday.

H.21 COMMERCIAL UPGRADE PROGRAM (TECHNICAL REFRESHMENT)

Routine commercial PC hardware/software updates which are routinely introduced into the production flow, on an ongoing basis, to maintain technical currency will be incorporated into new FAA systems at no cost to the Government.

Routine commercial updates introduced into the production flow will also be offered for retrofit into fielded FAA systems either at a negotiated price or at no cost to the Government depending on the cost impact to the contractor. The upgrades are to be 100% compatible with the fielded systems.

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Updates which add functionality or performance improvements will be offered at a negotiated price or at no cost to the Government, depending on the cost impact to the contractor.

H.22 WARRANTY OF SUPPLIES OF A COMPLEX NATURE

(a) Definitions.

"Acceptance," as used in this clause, means the act of an authorized representative of the

Government by which the Government assumes for itself, or as an agent of another, ownership of existing and identified supplies, or approves specific services rendered, as partial or complete performance of the contract.

"Correction," as used in this clause, means the elimination of a defect.

"Supplies," as used in this clause, means the end items furnished by the Contractor and related services required under this contract. The word does not include "data."

"Delivery," as used in this clause, means the date that supplies have been delivered to a specified site, installed, and accepted by the Government as operational for the purpose intended by this contract.

(b) Contractor's obligations.

(1) The Contractor warrants that for one year after delivery, all supplies furnished under this contract will be free from defects in material and workmanship and will conform with all requirements of this contract; provided, however, that with respect to Government furnished property, the Contractor's warranty must extend only to its proper installation, unless the Contractor performs some modification or other work on the property, in which case the Contractor's warranty must extend to the modification or other work.

(2) Any supplies or parts thereof corrected or furnished in replacement must be subject to the conditions of this clause to the same extent as supplies initially delivered. This warranty must be equal in duration to that set forth in paragraph (b)(1) of this clause and must run from the date of delivery of the corrected or replaced supplies.

(3) The Contractor will not be obligated to correct or replace supplies if the facilities, tooling, drawings, or other equipment or supplies necessary to accomplish the correction or replacement have been made unavailable to the Contractor by action of the Government. In the event that correction or replacement has been directed, the Contractor must promptly notify the Contracting Officer, in writing, of the nonavailability.

(4) The Contractor must also prepare and furnish to the Government data and reports applicable to any correction required (including revision and updating of all affected data called for under his contract) at no increase in the contract price.

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(5) When supplies are returned to the Contractor, the Contractor must bear the transportation costs from the place of delivery specified in the contract (irrespective of the F.O.B. point or the point of acceptance) to the Contractor's plant and return.

(6) All implied warranties of merchantability and "fitness for a particular purpose" are excluded from any obligation contained in this contract.

H.23 CONTRACTOR DESIGNATION UNDER THE STATUS OF FORCES AGREEMENT

(SOFA) WITH THE REPUBLIC OF KOREA

The prime contractor and all subcontractors are required to adhere to the provisions of the Status of Forces Agreement with the Republic of Korea when performing work in that country. The prime contractor must ensure that all contracts with subcontractors include this requirement. The Status of Forces Agreement is hereby incorporated in the contract and is included as Attachment J-6 in Section J.

H.24 RELIEF FROM DIMINISHING MANUFACTURING SOURCES (DMS) OR MATERIAL

SHORTAGES

(a) A diminishing manufacturing source or material shortages component (“DMS component”) is a component or material, intended to be incorporated directly into an end item specified to be delivered under the purchase order or contract that is unavailable from all manufacturers known to the Contractor in the quantity necessary to comply with the delivery terms of the purchase order or contract.

(b) Contractor must promptly notify the FAA in writing whenever Contractor believes that one or more of the components or materials intended to be incorporated directly into an end item specified to be delivered under the purchase order or contract is a DMS component. The notice must identify the part number, national stock number, and nomenclature of each DMS component.

(c) If the Contractor believes that one or more of the components or materials intended to be incorporated directly into an end item specified to be delivered under the task order or contract is a DMS component, the Contractor may request contractual relief according to this clause. Contractor must submit the request in writing to the Contracting Officer within thirty (30) days after the Contractor discovers a DMS situation.

(d) If the FAA determines that one or more of the components or materials identified are bona fide DMS components, the FAA will within thirty (30) calendar days of receipt of the request, notify the Contractor accordingly. The notice will constitute the FAA’s acknowledgment that, if Contractor fails to deliver the end item within the time specified in the purchase order or contract, the FAA will consider the DMS components to be a cause

Page H-13 beyond the control and without the fault or negligence of Contractor to the extent Contractor’s failure to perform is attributable to the DMS components. Additionally, the FAA may consider a proposal, if offered by Contractor, to address the additional costs associated with alternative sources or work-around solutions to such DMS situation.

H.25 KEY PERSONNEL

The personnel specified in this subsection are essential to the work being performed in this contract. These personnel, unless otherwise unavoidable, must not be changed from their designated assignment area until at least 12 months have lapsed. Unavoidable situations include sudden illness, death, disciplinary action, or termination of employment.

All proposed substitutions and additions of key personnel must be submitted to the CO, in writing, 15 business days prior to the Contractor’s anticipated effective date of the proposed substitutions and additions. The notification must include justification (including proposed solutions) in sufficient detail to permit the Government to evaluate the impact of the change on this contract. Within a reasonable period of time, the CO will review the Contractor’s change notification, and either accept or reject the proposed change. Unless unavoidable, no change must be made by the Contractor without the written consent of the CO.

Key Personnel Program Manager Any additional positions the Contractor determines are critical to the program

H.26 ORDER OF PRECEDENCE

Any inconsistency in this Screening Information Request (SIR) or subsequent contract must be resolved by giving precedence in the following order:

(a) The Schedule (Section B);

(b) Other terms and conditions of the contract (Sections D-I);

(c) Statement of Work;

(d) Specification;

(e) Other Section J attachments

H.27 NOTICE OF DEBARMENT/SUSPENSION STATUS

The Contractor and its subcontractors must provide immediate notice to the CO in the event of being suspended, debarred or declared ineligible by any Federal Government Agency or Department, or upon receipt of a notice of proposed debarment from any Federal Government Agency or Department during the performance of this contract.